Common use of Suspension of Filing or Registration Clause in Contracts

Suspension of Filing or Registration. If PubCo shall furnish to the Shelf Holders a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing, effectiveness or continued use of any Shelf Registration Statement would require PubCo to make an Adverse Disclosure, then PubCo shall have a period of not more than sixty (60) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregate, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of more than ninety (90) days. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Law. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (x) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (y) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo for the Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo shall furnish to the Shelf Holders a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing, effectiveness or continued use of any Shelf Registration Statement would require PubCo to make an Adverse Disclosure, then PubCo shall have a period of not more than sixty (60) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregate, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of more than ninety (90) days3.2(a). Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo for the Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Holders a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive of PubCothe Company, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty 30 days (60or such longer period as the Holders holding a majority of the Registrable Securities shall consent to in writing) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by Holders holding a majority of the Partners or (ii) aggregate Shelf Suspensions pursuant Registrable Securities, the Company shall not be permitted to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of more than ninety (90) days. Each Holder shall keep confidential the fact that exercise a Shelf Suspension is in effect, more than twice during any 12-month period and the certificate referred to above and its contents for the there must be at least 60 days between each permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by LawSuspension. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate notice referred to above. PubCo The Company shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a the Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its commercially reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration StatementStatement has become effective, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement untrue statement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement Statement, if required by the registration form used by PubCo the Company for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning of a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Holders Holders, a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive of PubCothe Company, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty ninety (6090) days days, or such longer period as the Shelf Participating Sponsor Holders shall mutually consent to in writing, within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by the Partners MD Holders and the SLP Holders in advance, the Company shall not be permitted to exercise more than two (2) Shelf Suspensions pursuant to this Section 2.1(c) and/or Section 2.2(c) and/or Demand Delays pursuant to Section 2.4(a)(ii) in the aggregate, or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c2.1(c) and and/or Section 2.2(c) and/or Demand Delays pursuant to Section 3.2(a)(i2.4(a)(ii) of more than ninety (90) days, in each case, during any twelve-month (12) period. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCothe Company, except (A) in the case of any Shelf Holder, for disclosure to any of such Shelf Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) in the case of any Shelf Participating Sponsor Holder, for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential, (C) in the case of any Temasek Holder, for disclosures to any Permitted Temasek Transferees who have agreed to keep such information confidential and (CD) as required by Lawlaw, rule, regulation or legal process. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus and any Free Writing Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo The Company shall immediately notify the Shelf Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall shall, prior to the expiration of the Shelf Suspension, (x) amend or supplement the Prospectus and any Free Writing Prospectus, if necessary, so it does not contain any untrue statement of a material misstatement fact or omission prior to state a material fact required to be stated therein or necessary to make the expiration of the Shelf Suspension statements therein not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Free Writing Prospectus as so amended or supplemented as the Shelf Holders may reasonably requestrequest and (y) if applicable, cause any post-effective amendment to the Registration Statement to become effective. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo the Company for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any of the MD Holders, the SLP Holders or Shelf Holders Beneficially Owning of a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Holders Participating Sponsor Holders, a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive of PubCothe Company, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty ninety (6090) days or such longer period as the Shelf Participating Sponsor Holders shall mutually consent to in writing, within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of effect a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by the Partners Shelf Participating Sponsor Holders, the Company shall not be permitted to exercise more than two (2) Shelf Suspensions pursuant to Section 2.1(c) and/or this Section 2.2(c) and/or Demand Delays pursuant to Section 2.4(a)(ii) in the aggregate, or (ii) aggregate Shelf Suspensions pursuant to Section 2.1(c) and/or this Section 3.1(c2.2(c) and and/or Demand Delays pursuant to Section 3.2(a)(i2.4(a)(ii) of more than ninety (90) days, in each case, during any twelve-month (12) period. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCothe Company, except (A) in the case of any Shelf Holder, for disclosure to any of such Shelf Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) in the case of any Shelf Participating Sponsor Holder, for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential, (C) in the case of any Temasek Holder, for disclosures to any Permitted Temasek Transferees who have agreed to keep such information confidential and (CD) as required by Lawlaw, rule, regulation or legal process. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus and any Free Writing Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo The Company shall immediately notify the Shelf Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall shall, prior to the expiration of the Shelf Suspension, (x) amend or supplement the Prospectus and any Free Writing Prospectus, if necessary, so it does not contain any untrue statement of a material misstatement fact or omission prior to state a material fact required to be stated therein or necessary to make the expiration of the Shelf Suspension statements therein not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Free Writing Prospectus as so amended or supplemented as the Shelf Holders may reasonably requestrequest and (y) if applicable, cause any post-effective amendment to the Registration Statement to become effective. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo the Company for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the any Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstandingParticipating Sponsor Holder.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Holders a certificate signed by the chief executive officer a Chief Executive Officer or equivalent senior executive of PubCo, the Company stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty (60) days or such longer period as the Majority Shelf Holders shall consent to in writing, within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo that, unless consented to in writing by the Majority Shelf Holders, the Company shall not be permitted to exercise in any twelve (12) month period (i) more than one two (12) Shelf Suspension Suspensions pursuant to this Section 3.1(c) and Demand Delay Delays pursuant to Section 3.2(a)(i3.2(a)(ii) in the aggregate, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i3.2(a)(ii) of more than ninety one hundred and twenty (90120) days, in each case, during any twelve-month (12) period. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCothe Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Law. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo The Company shall immediately notify the Shelf Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities 1933 Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities 1933 Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Majority Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstandingHolders.

Suspension of Filing or Registration. If PubCo the Corporation shall furnish to the Holders (if a Shelf Registration Statement has not yet become effective) or the Shelf Holders (after a Shelf Registration Statement has become effective), a certificate signed by the chief executive officer or equivalent senior executive of PubCothe Corporation, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Corporation to make an Adverse Disclosure, then PubCo the Corporation shall have a period of not more than sixty (60) days or such longer period as the applicable Initiating Holder shall consent to in writing, within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo that, unless consented to in writing by the applicable Initiating Holder, the Corporation shall not be permitted to exercise in any twelve (12) month period (i) more than one two (12) Shelf Suspension Suspensions pursuant to this Section 3.1(c2(c) and Demand Delay Delays pursuant to Section 3.2(a)(i3(a)(ii) in the aggregate, unless consented to in writing by the Partners aggregate or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c2(c) and Demand Delays pursuant to Section 3.2(a)(i3(a)(ii) of more than ninety one hundred twenty (90120) days. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCothe Corporation, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw, rule or regulation. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo The Corporation shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Corporation agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo the Corporation for the Registration shelf registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning of a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Holders Participating Existing Holders, a certificate signed by the chief executive officer Chief Executive Officer, Chief Financial Officer or equivalent senior executive of PubCothe Company, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty (60) 60 days or such longer period as the Shelf Participating Existing Holders shall mutually consent to in writing, within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by the Partners Shelf Participating Existing Holders, the Company shall not be permitted to exercise more than two Shelf Suspensions pursuant to this Section 2.1(c) and Demand Delays pursuant to Section 2.3(a)(ii) in the aggregate, or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c2.1(c) and or Demand Delays pursuant to Section 3.2(a)(i2.3(a)(ii) of more than ninety 60 days, in each case, during any 12-month period (90) and the exercise of such Shelf Suspensions and Demand Delays shall not individually or together exceed 90 consecutive days). Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCothe Company, except (A) in the case of any Shelf Holder, for disclosure to any of such Shelf Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) in the case of any Shelf Participating Existing Holder, for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw, rule, regulation or legal process. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus and any Free Writing Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo The Company shall immediately notify the Shelf Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall shall, prior to the expiration of the Shelf Suspension, (x) amend or supplement the Prospectus and any Free Writing Prospectus, if necessary, so it does not contain any untrue statement of a material misstatement fact or omission prior to state a material fact required to be stated therein or necessary to make the expiration of the Shelf Suspension statements therein not misleading and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Free Writing Prospectus as so amended or supplemented as the Shelf Holders may reasonably requestrequest and (y) if applicable, cause any post-effective amendment to the Registration Statement to become effective. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo the Company for the Registration such offering or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the any Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstandingParticipating Existing Holder.

Suspension of Filing or Registration. If PubCo shall furnish to the Shelf Holders Holders, a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing, effectiveness or continued use of any Shelf Registration Statement would require PubCo to make an Adverse Disclosure, then PubCo shall have a period of not more than sixty (60) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregate, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of more than ninety (90) days3.2(a). Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo for the Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Majority Shelf Holders Holders, a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive of PubCothe Company, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty (60) days or such longer period as the Majority Shelf Holders shall consent to in writing, within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo that, unless consented to in writing by the Majority Shelf Holders, the Company shall not be permitted to exercise in any twelve (12) month period (i) more than one two (12) Shelf Suspension Suspensions pursuant to this Section 3.1(c5.2(c) and Demand Delay Delays pursuant to Section 3.2(a)(i5.3(a)(ii) in the aggregate, unless consented to in writing by the Partners aggregate or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c5.2(c) and Demand Delays pursuant to Section 3.2(a)(i5.3(a)(ii) of more than ninety (90) days. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCothe Company, except (A) for disclosure to such Shelf Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo The Company shall immediately notify the Shelf Holders or Shelf Holders, as applicable, soon as reasonably practicable upon the termination of any Shelf Suspension, and (x1) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (y2) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Majority Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstandingHolders.

Suspension of Filing or Registration. If PubCo the Corporation shall furnish to the Shelf Holders a certificate signed by the chief executive officer a Chief Executive Officer or equivalent senior executive of PubCo, the Corporation stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Corporation to make an Adverse Disclosure, then PubCo the Corporation shall have a period of not more than sixty forty-five (6045) days or if shorter the period to the filing by the Corporation of its next quarterly report on Form 10-Q or annual report on Form 10-K, or such longer period as each of the Stockholders who hold Registrable Securities that are registered in such Shelf Registration Statement shall consent to in writing, within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by each Stockholder who holds Registrable Securities that are registered in such Shelf Registration Statement, the Partners or Corporation shall not be permitted to exercise more than three (ii3) aggregate Shelf Suspensions (pursuant to this Section 3.1(c3(c)) and Demand Delays (pursuant to Section 3.2(a)(i4(c)) of more in the aggregate during any twelve (12)-month period, or exercise any Shelf Suspensions or Demand Delays for a period longer than ninety (90) daysdays in the aggregate during any twelve (12)-month period. Each Shelf Holder shall keep confidential in the manner contemplated by Section 13(k) the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents contents, in each case for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required Corporation in order to comply accordance with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by LawSection 13(k). In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo The Corporation shall immediately notify the Shelf Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xA) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act Act, and (yB) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers number of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Corporation agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo the Corporation for the Registration such registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by any Stockholder who holds Registrable Securities that are registered in such Shelf Registration Statement and have not been sold. For the avoidance of doubt, except as provided herein, in the event that any trading policy, equity ownership guidelines (including with respect to the use of Rule 10b5-1 plans and preclearance or notification to the Corporation of any trades in the Corporation’s securities) or similar guideline or policy of the Corporation with respect to the trading of securities of the Corporation would restrict the sale of securities under the Shelf Holders Beneficially Owning Registration or a majority of Demand Registration, then other than during a Shelf Suspension or Demand Delay as provided hereunder, the Registrable Securities then outstandingCorporation’s obligations with respect to a Shelf Registration or a Demand Registration shall not be affected by such restriction but rather the Corporation shall make disclosures such that such guidelines or policies would not restrict such sale.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Initiating Holders a certificate signed by the chief executive officer President or equivalent senior executive of PubCothe Company, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty thirty (6030) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregate, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant Initiating Holders, the Company shall not be permitted to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of more than ninety (90) days. Each Holder shall keep confidential the fact that exercise a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except more than once during any twelve (A12) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawmonth period. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate notice referred to above. PubCo The Company shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement untrue statement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement Statement, if required by the registration form used by PubCo the Company for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning of a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Holders Purchaser, a certificate signed by the chief executive officer or equivalent a senior executive of PubCothe Company, stating that the filing, effectiveness or continued use of any Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty (60) days within which be entitled to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders the Purchaser of such Shelf Registration Statement (in each case, a “Shelf Suspension”)) for the shortest period of time determined in good faith by the Company to be necessary for such purpose; provided, however, that PubCo the Company shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) effect a Shelf Suspension pursuant to this Section 3.1(c5.6(b) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregate, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of for more than ninety (90) daysconsecutive calendar days or more than one hundred and twenty (120) total calendar days during any twelve (12)-month period. Each Holder The Purchaser shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by LawCompany. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree Purchaser agrees to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable SecuritiesShares, upon receipt of the certificate referred to above. PubCo The Company shall immediately notify the Holders or Shelf Holders, as applicable, Purchaser upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its commercially reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders Purchaser such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders Purchaser may reasonably request. PubCo agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo for the Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo shall furnish to the Shelf Holders Holders, a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing, effectiveness or continued use of any Shelf Registration Statement would require PubCo to make an Adverse Disclosure, then PubCo shall have a period of not more than sixty (60) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one two (12) Shelf Suspension Suspensions pursuant to this Section 3.1(c) and Demand Delay Delays pursuant to Section 3.2(a)(i3.2(a)(ii) in the aggregate, unless consented to in writing by the Partners Eligible Demand Participation Holders holding a majority of the Registrable Securities held by all Eligible Demand Participation Holders or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i3.2(a)(ii) of more than ninety (90) days. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo for the Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Sponsor Holders that have requested inclusion of Registrable Securities in such Shelf Holders Registration Statement, a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive of PubCothe Company, stating that the filing, effectiveness or continued use of any a Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty (60) days after the receipt of such certificate or such longer period as such Sponsor Holders shall consent to in writing, within which to delay the filing or effectiveness (but not the preparationpreparation for filing and effectiveness) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by all Sponsors, the Partners Company shall not be permitted to exercise more than two (2) Shelf Suspensions pursuant to this Section 5.2(c) and Demand Delays pursuant to Section 5.3(a)(ii) in the aggregate, or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c5.2(c) and Demand Delays pursuant to Section 3.2(a)(i5.3(a)(ii) of more than an aggregate of ninety (90) days, in each case, during any twelve-month (12) period. Each The Company shall deliver a copy of such certificate to each of the Shelf Holders and each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, effect and the such certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCothe Company; provided, except (A) for disclosure to such Holder’s employeeshowever, agents and professional advisers who need to know that each Shelf Holder may disclose such information to Persons and are obligated in circumstances to keep it confidentialwhom and in which, (B) for disclosures to as applicable, Section 7.2 would permit disclosure of the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawterms of this Agreement. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo The Company shall immediately notify the Shelf Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement of a material misstatement fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning of a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo the Corporation shall furnish to the Holders (if a Shelf Registration Statement has not yet become effective) or the Shelf Holders (after a Shelf Registration Statement has become effective), a certificate signed by the chief executive officer or equivalent senior executive of PubCothe Corporation, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Corporation to make an Adverse Disclosure, then PubCo the Corporation shall have a period of not more than sixty (60) days or such longer period as the applicable Holders shall consent to in writing, within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo that, unless consented to in writing by the applicable Holders, the Corporation shall not be permitted to exercise in any twelve (12) month period (i) more than one two (12) Shelf Suspension Suspensions pursuant to this Section 3.1(c2(c) and Demand Delay Delays pursuant to Section 3.2(a)(i3(a)(ii) in the aggregate, unless consented to in writing by the Partners aggregate or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c2(c) and Demand Delays pursuant to Section 3.2(a)(i3(a)(ii) of more than ninety one hundred twenty (90120) days. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCothe Corporation, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (CB) as required by Lawlaw, rule or regulation. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo The Corporation shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Corporation agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo the Corporation for the Registration shelf registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning of a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf SLP Initiating Holders a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive of PubCothe Company, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty 30 days (60or such longer period as the SLP Investors shall consent to in writing) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant SLP Investors, the Company shall not be permitted to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of more than ninety (90) days. Each Holder shall keep confidential the fact that exercise a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawmore than once during any 12-month period. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate notice referred to above. PubCo The Company shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement untrue statement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement Statement, if required by the registration form used by PubCo the Company for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning of a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo the Corporation shall furnish to the Shelf Holders a certificate signed by the chief executive officer officer, chief financial officer, general counsel or other equivalent senior executive officer of PubCo, the Corporation stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Corporation to make an Adverse Disclosure, then PubCo the Corporation shall have a period of not more than sixty (60) days or such longer period as the KKR Stockholders and the Walgreens Stockholders shall consent to in writing, within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by each of the Partners or Principal Shelf Holders, the Corporation shall not be permitted to exercise more than two (ii2) aggregate Shelf Suspensions pursuant to this Section 3.1(c3(c) and Demand Delays pursuant to Section 3.2(a)(i) of more than ninety (90) days4(c), in the aggregate. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required Corporation in order to comply accordance with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by LawSection 12(k). In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo The Corporation shall immediately notify the Shelf Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xA) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act Act, and (yB) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers number of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Corporation agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo the Corporation for the Registration such registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority any of the Registrable Securities then outstandingPrincipal Shelf Holders.

Suspension of Filing or Registration. If PubCo shall furnish to the Shelf Holders Holders, a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing, effectiveness or continued use of any Shelf Registration Statement would require PubCo to make an Adverse Disclosure, then PubCo shall have a period of not more than sixty forty-five (6045) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregate, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of more than ninety (90) days3.2(a). Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers Representatives who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its members, limited partners or shareholders who have agreed to keep such information confidential and (C) as required by Lawapplicable Laws. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension Suspension, and also furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo for the Registration or by the instructions applicable to such registration form or by the Securities Act (or the rules or regulations promulgated thereunder thereunder), or as may otherwise be reasonably be requested by the Shelf Holders Beneficially Owning at least a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo shall furnish to the Shelf Holders Holders, a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing, effectiveness or continued use of any Shelf Registration Statement would require PubCo to make an Adverse Disclosure, then PubCo shall have a period of not more than sixty ninety (6090) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one two (12) Shelf Suspension Suspensions pursuant to this Section ‎Section 3.1(c) and Demand Delay Delays pursuant to Section 3.2(a)(i‎Section 3.2(a)(ii) in the aggregate, unless consented to in writing by the Partners Eligible Demand Participation Holders holding a majority of the Registrable Securities held by all Eligible Demand Participation Holders or (ii) aggregate Shelf Suspensions pursuant to this Section ‎Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i‎Section 3.2(a)(ii) of more than ninety one hundred fifty (90150) days. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its commercially reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission Misstatement prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo for the Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Holders ALU Part a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive Chief Financial Officer of PubCothe Company, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would (i) in the good faith judgment of the Company Board, unreasonably impede, delay or otherwise interfere with any pending or contemplated material acquisition, corporate reorganization, involving the Company (each, a “Material Transaction”), (ii) based upon advice from the Company’s investment banker or financial advisor, materially adversely affect any pending or contemplated financing, offering or sale of any class of securities by the Company, or (iii) in the good faith judgment of the Company Board require PubCo disclosure of material non-public information (other than information relating to make an Adverse Disclosureevent described in clause (i) or (ii) of this subsection (b)) which, if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders; provided, however, that in the case of a Suspension (as defined below) pursuant to clause (i) or (ii) above, the Suspension shall earlier terminate upon the completion or abandonment of the relevant securities offering or sale, financing, or Material Transaction unless the Suspension is also permitted for a different reason under clauses (i) or (ii), and provided, further, that in the case of a Suspension pursuant to clause (ii) above, the Company shall give written notice of its determination to suspend the Shelf Registration Statement and the Suspension shall earlier terminate upon public disclosure by the Company or public admission by the Company of such material non-public information or such time as such material non-public information shall be publicly disclosed without breach by ALU Part of the next sentence of this subsection (b), then PubCo the Company shall have a period of not more than sixty 30 days in any ninety (6090) day period or ninety (90) days in any twelve (12) month period (or such longer period as ALU Part shall consent to in writing) within which to delay the filing or effectiveness (but not of the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders ALU Part of such the Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregate, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of more than ninety (90) days. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Law. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree ALU Part agrees to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate notice referred to above. PubCo The Company shall immediately notify the Holders or Shelf Holders, as applicable, ALU Part upon the termination of any Shelf Suspension, and (xi) in the case of a that the Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such the Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement untrue statement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders ALU Part such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders ALU Part may reasonably request. PubCo agrees, if necessary, The Company may only exercise its right to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo for the Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstandingSuspension once in any twelve-month period.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Holders Purchaser and HoldCo a certificate certificate, signed by the chief executive officer or equivalent a senior executive of PubCothe Company, stating that the filing, effectiveness or continued use of any Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty (60) days within which be entitled to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders the Purchaser and HoldCo of such Shelf Registration Statement (in each case, a “Shelf Suspension”)) for the shortest period of time determined in good faith by the Company to be necessary for such purpose; provided, however, that PubCo the Company shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) effect a Shelf Suspension pursuant to this Section 3.1(c5.6(b) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregate, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of for more than ninety (90) daysconsecutive calendar days or more than one hundred and twenty (120) total calendar days during any twelve (12)-month period. Each Holder The Purchaser and HoldCo shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by LawCompany. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders Purchaser and HoldCo agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable SecuritiesShares, upon receipt of the certificate referred to above. PubCo The Company shall immediately notify the Holders or Shelf Holders, as applicable, Purchaser and HoldCo upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its commercially reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders Purchaser such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders Purchaser may reasonably request. PubCo agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo for the Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo shall furnish to the Shelf Holders Holders, a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing, effectiveness or continued use of any Shelf Registration Statement would require PubCo to make an Adverse Disclosure, then PubCo shall have a period of not more than sixty (60) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension Suspensions pursuant to this Section 3.1(c) and Demand Delay Delays pursuant to Section 3.2(a)(i3.2(a)(ii) in the aggregate, unless consented to in writing by the Partners aggregate or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i3.2(a)(ii) of more than ninety (90) days. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo for the Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Holders a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive Chief Financial Officer of PubCothe Company, stating that the filing, effectiveness or continued use of any a Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty 60 days (60or such longer period as the majority-in-interest of the Investors shall consent to in writing) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by a majority-in-interest of the Partners or (ii) aggregate Shelf Suspensions pursuant Investors, the Company shall not be permitted to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of more than ninety (90) days. Each Holder shall keep confidential the fact that exercise a Shelf Suspension is in effect, and the certificate referred to above and its contents more than twice during any 12-month period for the permitted duration of the each Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by LawRegistration Statement. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable a Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate notice referred to above. PubCo The Company shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the a Shelf Registration Statement and use its commercially reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement untrue statement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Company agrees, if necessary, to supplement or make amendments to the applicable Shelf Registration Statement Statement, if required by the registration form used by PubCo the Company for the Registration shelf registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstandingthereunder.

Suspension of Filing or Registration. If PubCo shall furnish Notwithstanding anything to the contrary in this Agreement, MultiPlan shall be entitled to delay or postpone the filing and/or effectiveness of a Shelf Holders Registration Statement (including a certificate signed by Subsequent Shelf Registration), and from time to time to require the chief executive officer Sellers not to sell under a Shelf Registration Statement or equivalent senior executive of PubCoto suspend the effectiveness thereof, stating that if the filing, effectiveness or continued use of any such Shelf Registration Statement would require PubCo MultiPlan to make an Adverse Disclosureany public disclosure of material non-public information, then PubCo shall have a period which disclosure, in the good faith determination of not more than sixty management of MultiPlan, after consultation with MultiPlan’s counsel, (60i) days within which would be required to delay the filing or effectiveness (but not the preparation) of be made in such Shelf Registration Statement orin order for such Shelf Registration Statement not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not misleading, in (ii) would not be required to be made at such time if the case Shelf Registration Statement were not being filed, and (iii) MultiPlan has a bona fide business purpose for not making such information public (each such circumstance, a “Suspension Event”); provided, however, that MultiPlan may not delay or suspend the filing, effectiveness or use of a Shelf Registration Statement on more than two occasions not exceeding sixty (60) consecutive calendar days per occasion (though, for avoidance of doubt, each occasion may run consecutively) during any twelve-month period without the consent of the Sellers then holding a majority of the Registrable Securities held by all Sellers; and provided, further, that has been declared effective, the Registration Cessation Date pursuant to suspend Section 6.9(a)(i) shall be extended by that number of days equal to the use by Shelf Holders number of days the effectiveness of such Shelf Registration Statement (in including a Subsequent Shelf Registration) was suspended. Upon receipt of any written notice from MultiPlan of the happening of any Suspension Event during the period that the Shelf Registration Statement is effective or if as a result of a Suspension Event the Shelf Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, each case, a “Shelf Suspension”); provided, however, Seller agrees that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) such Seller will immediately discontinue offers and sales of the Shares under the Shelf Suspension pursuant Registration Statement until such Seller receives copies of a supplemental or amended prospectus (which MultiPlan agrees to this Section 3.1(cuse commercially reasonable efforts to promptly prepare and file) and Demand Delay pursuant to Section 3.2(a)(ithat corrects the misstatement(s) in the aggregate, unless consented to in writing by the Partners or (iiomission(s) aggregate Shelf Suspensions pursuant to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of more than ninety (90) days. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension receives notice that any post-effective amendment has become effective or until unless otherwise notified by PubCoMultiPlan that it may resume such offers and sales, except and (2) it will maintain the confidentiality of any information included in such written notice delivered by MultiPlan except, to the extent applicable, (A) for disclosure to such HolderSeller’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and confidential, (C) as required by Lawlaw and (D) to the extent that information in such written notice has become public through no breach of this provision by Seller or through any action by any person with whom Seller has disclosed such information pursuant to clauses (A) or (B) above. In the case of a Shelf Suspension that occurs after the effectiveness If so directed by MultiPlan, each Seller agrees to deliver to MultiPlan or, in such Seller’s sole discretion, destroy, all copies of the applicable Shelf Registration Statementprospectus covering the Shares in such Seller’s possession; provided, the Shelf Holders agree however, that this obligation to suspend use deliver or destroy all copies of the applicable Prospectus for prospectus covering the permitted duration Shares shall not apply (I) to the extent such Seller is required to retain a copy of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and prospectus (x) in the case of a Shelf Registration Statement that has not been declared effectiveorder to comply with applicable legal, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and regulatory, self-regulatory or professional requirements or (y) in the case accordance with a bona fide pre-existing document retention policy or (II) to copies stored electronically on archival servers as a result of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo for the Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstandingautomatic data back-up.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf SLP Initiating Holders a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive of PubCothe Company, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty 30 days (60or such longer period as the SLP Investors shall consent to in writing) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant SLP Investors, the Company shall not be permitted to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of more than ninety (90) days. Each Holder shall keep confidential the fact that exercise a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawmore than once during any 12-month period. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate notice referred to above. PubCo The Company shall immediately notify the Shelf Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement untrue statement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement Statement, if required by the registration form used by PubCo the Company for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning of a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Holders a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive Chief Financial Officer of PubCothe Company, stating that the filing, effectiveness or continued use of any Shelf a Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty 75 days (60or such longer period as Vivo shall consent to in writing) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant Vivo, the Company shall not be permitted to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of exercise a Suspension more than ninety (90) days. Each Holder shall keep confidential the fact that a twice during any 12-month period for each Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by LawRegistration Statement. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf a Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate notice referred to above. PubCo The Company shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf a Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement untrue statement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf applicable Registration Statement Statement, if required by the registration form used by PubCo the Company for the Registration shelf registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstandingthereunder.

Suspension of Filing or Registration. If PubCo (i) the Corporation shall furnish to the Holders (if a Shelf Registration Statement has not yet become effective) or the Shelf Holders (after a Shelf Registration Statement has become effective), a certificate signed by the chief executive officer or equivalent senior executive of PubCothe Corporation, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Corporation to make an Adverse DisclosureDisclosure or (ii) other than with respect to this Section 2, the managing underwriter in an underwritten offering has advised the Corporation that the offering or sale of Registrable Securities should be suspended in connection with such underwritten offering, then PubCo the Corporation shall have a period of not more than sixty ninety (6090) days or such longer period as the applicable Initiating Holder shall consent to in writing, within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo that, unless consented to in writing by the applicable Initiating Holder, the Corporation shall not be permitted to exercise in any twelve (12) month period (i) more than one two (12) Shelf Suspension Suspensions pursuant to this Section 3.1(c2(c) and Demand Delay Delays pursuant to Section 3.2(a)(i3(a)(ii) in the aggregate, unless consented to in writing by the Partners aggregate or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c2(c) and Demand Delays pursuant to Section 3.2(a)(i3(a)(ii) of more than ninety one hundred eighty (90180) days. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCothe Corporation, except except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw, rule or regulation. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo The Corporation shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Corporation agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo the Corporation for the Registration shelf registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning of a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Holders a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive Chief Financial Officer of PubCothe Company, stating that the filing, effectiveness or continued use of any a Shelf Registration Statement would require PubCo (i) in the good faith judgment of the Company Board, unreasonably impede, delay or otherwise interfere with any pending or contemplated material acquisition, corporate reorganization, involving the Company (each, a “Material Transaction”), (ii) based upon advice from the Company’s investment banker or financial advisor, materially adversely affect any pending or contemplated financing, offering or sale of any class of securities by the Company, or (iii) in the good faith judgment of the Company Board require disclosure of material non-public information (other than information relating to make an Adverse Disclosureevent described in clause (i) or (ii) of this subsection (b)) which, if disclosed at such time, would be materially harmful to the interests of the Company and its stockholders; provided, however, that in the case of a Suspension (as defined below) pursuant to clause (i) or (ii) above, the Suspension shall earlier terminate upon the completion or abandonment of the relevant securities offering or sale, financing, or Material Transaction unless the Shelf Suspension is also permitted for a different reason under clauses (i) or (ii), and provided, further, that in the case of a Shelf Suspension pursuant to clause (ii) above, the Company shall give written notice of its determination to suspend the Shelf Registration Statement and the Shelf Suspension shall earlier terminate upon public disclosure by the Company or public admission by the Company of such material non-public information or such time as such material non-public information shall be publicly disclosed without breach by the Holders of the penultimate sentence of this subsection (b), then PubCo the Company shall have a period of not more than sixty 30 days in any ninety (6090) day period or ninety (90) days in any twelve (12) month period (or such longer period as the TWVC Funds shall consent to in writing) within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregate, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of more than ninety (90) days. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Law. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable a Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate notice referred to above. PubCo The Company shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the a Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement untrue statement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo agrees, if necessary, The Company may only exercise its right to supplement or make amendments to the a Shelf Registration Statement if required by the registration form used by PubCo for the Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstandingSuspension once in any twelve-month period.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Holders a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive Chief Financial Officer of PubCothe Company, stating that the filing, effectiveness or continued use of any a Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty 45 days (60or such longer period as the TWVC Funds shall consent to in writing) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant TWVC Funds, the Company shall not be permitted to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of more than ninety (90) days. Each Holder shall keep confidential the fact that exercise a Shelf Suspension is in effect, and the certificate referred to above and its contents more than twice during any 12-month period for the permitted duration of the each Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by LawRegistration Statement. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable a Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate notice referred to above. PubCo The Company shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the a Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement untrue statement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Company agrees, if necessary, to supplement or make amendments to the applicable Shelf Registration Statement Statement, if required by the registration form used by PubCo the Company for the Registration shelf registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstandingthereunder.

Suspension of Filing or Registration. If Upon receipt of written notice from the Company that a Shelf Registration Statement or Prospectus contains or includes a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until they have received copies of a supplemented or amended Registration Statement or Prospectus correcting the Misstatement (it being understood that PubCo hereby covenants to prepare and file such supplement or amendment as soon as reasonably practicable after the time of such notice), or until they are advised in writing by PubCo that the use of the Registration Statement or Prospectus may be resumed. PubCo shall furnish be entitled to delay or postpone the filing or effectiveness of a Shelf Registration Statement, and from time to time to require the Holders not to sell under a certificate signed by Registration Statement or to suspend the chief executive officer or equivalent senior executive of PubCoeffectiveness thereof, stating that if the filing, effectiveness or continued use of any a Shelf Registration Statement at any time would require PubCo to make an Adverse DisclosureDisclosure or would require the inclusion in such Shelf Registration Statement of financial statements that are unavailable to PubCo for reasons beyond PubCo’s control; provided, then however, that PubCo shall have a period of not more than sixty ninety (6090) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one two (12) Shelf Suspension Suspensions pursuant to this Section 3.1(c2.1(c) and Demand Delay Delays pursuant to Section 3.2(a)(i2.2(a)(ii) in the aggregate, unless consented to in writing by the Partners Eligible Demand Participation Holders holding a majority of the Registrable Securities held by all Eligible Demand Participation Holders or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c2.1(c) and Demand Delays pursuant to Section 3.2(a)(i2.2(a)(ii) of more than ninety one hundred fifty (90150) days. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, effect and the certificate referred to above and its contents of any notice by PubCo of a Shelf Suspension for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and or (C) as required by Lawlaw or subpoena. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to abovewritten notice by PubCo. PubCo shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its commercially reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission Misstatement prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo for the Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo the Corporation shall furnish to the Shelf Holders a certificate signed by the chief executive officer a Chief Executive Officer or equivalent senior executive of PubCo, the Corporation stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Corporation to make an Adverse Disclosure, then PubCo the Corporation shall have a period of not more than sixty (60) days or such longer period as each of the Sponsor Stockholders who hold Registrable Securities that are registered in such Shelf Registration Statement shall consent to in writing, within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by each of the Partners Sponsor Stockholders who holds Registrable Securities that are registered in such Shelf Registration Statement, the Corporation shall not be permitted to exercise more than two (2) Shelf Suspensions pursuant to this Section 3(c) and Demand Delays pursuant to Section 4(c), in the aggregate, or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c3(c) and Demand Delays pursuant to Section 3.2(a)(i4(c) of more than ninety one hundred and twenty (90120) days, in each case, during any twelve (12)-month period. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required Corporation in order to comply accordance with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by LawSection 12(l). In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo The Corporation shall immediately notify the Shelf Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xA) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act Act, and (yB) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers number of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Corporation agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo the Corporation for the Registration such registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority any of the Sponsor Stockholders who hold Registrable Securities then outstandingthat are registered in such Shelf Registration Statement.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Holders a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive Chief Financial Officer of PubCothe Company, stating that the filing, effectiveness or continued use of any Shelf a Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty 75 days (60or such longer period as DSM shall consent to in writing) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant DSM, the Company shall not be permitted to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of exercise a Suspension more than ninety (90) days. Each Holder shall keep confidential the fact that a twice during any 12- month period for each Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by LawRegistration Statement. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf a Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate notice referred to above. PubCo The Company shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf a Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement untrue statement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf applicable Registration Statement Statement, if required by the registration form used by PubCo the Company for the Registration shelf registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstandingthereunder.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf SLP Holders a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive of PubCothe Company, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty 30 days (60or such longer period as the SLP Investors shall consent to in writing) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant SLP Investors, the Company shall not be permitted to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of more than ninety (90) days. Each Holder shall keep confidential the fact that exercise a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawmore than once during any 12-month period. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate notice referred to above. PubCo The Company shall immediately notify the Shelf Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement untrue statement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement Statement, if required by the registration form used by PubCo the Company for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstandingthereunder.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Majority Shelf Holders Holders, a certificate signed by the chief executive officer President or equivalent senior executive of PubCothe Company, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty (60) days or such longer period as the Majority Shelf Holders shall consent to in writing, within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by the Partners or (ii) Majority Shelf Holders, the Company shall not be permitted to exercise aggregate Shelf Suspensions pursuant to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of more than ninety (90) days. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except days during any twelve-month (A12) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawperiod. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo The Company shall immediately notify the Shelf Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement untrue statement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo the Company for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning of a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Holders Participating Holders, a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive of PubCothe Company, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty (60) days or such longer period as the Shelf Participating Holders shall mutually consent to in writing, within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo that, unless mutually consented to in writing by the Shelf Participating Holders, the Company shall not be permitted to exercise in any twelve (12) month period (i) more than one two (12) Shelf Suspension Suspensions pursuant to this Section 3.1(c2.1(c) and Demand Delay Delays pursuant to Section 3.2(a)(i2.2(a)(ii) in the aggregate, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c2.1(c) and Demand Delays pursuant to Section 3.2(a)(i2.2(a)(ii) of more than ninety (90) days, in each case, during any twelve-month (12) period. Each Shelf Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCothe Company, except (A) in the case of any Shelf Holder, for disclosure to any of such Shelf Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) in the case of any Shelf Participating Holder, for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus and any Free Writing Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo The Company shall immediately notify the Shelf Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus and any Free Writing Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus and any Free Writing Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the any Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstandingParticipating Holder.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Holders a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive Chief Financial Officer of PubCothe Company, stating that the filing, effectiveness or continued use of any Shelf a Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty 75 days (60or such longer period as DSM shall consent to in writing) days within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by the Partners or (ii) aggregate Shelf Suspensions pursuant DSM, the Company shall not be permitted to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of exercise a Suspension more than ninety (90) days. Each Holder shall keep confidential the fact that a twice during any 12-month period for each Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by LawRegistration Statement. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf a Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate notice referred to above. PubCo The Company shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf a Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement untrue statement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf applicable Registration Statement Statement, if required by the registration form used by PubCo the Company for the Registration shelf registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning a majority of the Registrable Securities then outstandingthereunder.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Holders H&F Initiating Holders, a certificate signed by the chief executive officer President or equivalent senior executive of PubCothe Company, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of ending not more than sixty (60) days after receipt of the Shelf Registration Notice or such longer period as the H&F Initiating Holders shall consent to in writing, within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by the Partners or (ii) H&F Initiating Holders, the Company shall not be permitted to exercise aggregate Shelf Suspensions pursuant to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) of more than ninety (90) days. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except days during any twelve-month (A12) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawperiod. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo The Company shall immediately notify the Shelf Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement untrue statement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo the Company for the Shelf Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning of a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo the Company shall furnish to the Shelf Holders a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive of PubCothe Company, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Company to make an Adverse Disclosure, then PubCo the Company shall have a period of not more than sixty ninety (6090) days (or such longer period as the Purchaser shall consent to in writing) within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf the Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo shall not be permitted to exercise in any twelve (12) month period (i) more than one (1) Shelf Suspension pursuant to this Section 3.1(c) and Demand Delay pursuant to Section 3.2(a)(i) in the aggregatethat, unless consented to in writing by the Partners or (ii) aggregate Purchaser, the Company shall not be permitted to exercise Shelf Suspensions pursuant to this Section 3.1(c) and Demand Delays pursuant to Section 3.2(a)(i) for periods in the aggregate of more than ninety (90) days. Each Holder shall keep confidential the fact that a Shelf Suspension is days during any one-year period or one hundred twenty (120) days in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCo, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawany two-year period. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate notice referred to above. PubCo The Company shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement untrue statement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Company agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement Statement, if required by the registration form used by PubCo the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning of a majority of the Registrable Securities then outstanding.

Suspension of Filing or Registration. If PubCo (i) the Corporation shall furnish to the Holders (if a Shelf Registration Statement has not yet become effective) or the Shelf Holders (after a Shelf Registration Statement has become effective), a certificate signed by the chief executive officer or equivalent senior executive of PubCothe Corporation, stating that the filing, effectiveness or continued use of any the Shelf Registration Statement would require PubCo the Corporation to make an Adverse DisclosureDisclosure or (ii) other than with respect to this Section 2, the managing underwriter in an underwritten offering has advised the Corporation that the offering or sale of Registrable Securities should be suspended in connection with such underwritten offering, then PubCo the Corporation shall have a period of not more than sixty ninety (6090) days or such longer period as the applicable Initiating Holder shall consent to in writing, within which to delay the filing or effectiveness (but not the preparation) of such Shelf Registration Statement or, in the case of a Shelf Registration Statement that has been declared effective, to suspend the use by Shelf Holders of such Shelf Registration Statement (in each case, a “Shelf Suspension”); provided, however, that PubCo that, unless consented to in writing by the applicable Initiating Holder, the Corporation shall not be permitted to exercise in any twelve (12) month period (i) more than one two (12) Shelf Suspension Suspensions pursuant to this Section 3.1(c2(c) and Demand Delay Delays pursuant to Section 3.2(a)(i3(a)(ii) in the aggregate, unless consented to in writing by the Partners aggregate or (ii) aggregate Shelf Suspensions pursuant to this Section 3.1(c2(c) and Demand Delays pursuant to Section 3.2(a)(i3(a)(ii) of more than ninety one hundred eighty (90180) days. Each Holder shall keep confidential the fact that a Shelf Suspension is in effect, and the certificate referred to above and its contents for the permitted duration of the Shelf Suspension or until otherwise notified by PubCothe Corporation, except (A) for disclosure to such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw, rule or regulation. In the case of a Shelf Suspension that occurs after the effectiveness of the applicable Shelf Registration Statement, the Shelf Holders agree to suspend use of the applicable Prospectus for the permitted duration of such Shelf Suspension in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the certificate referred to above. PubCo The Corporation shall immediately notify the Holders or Shelf Holders, as applicable, upon the termination of any Shelf Suspension, and (xi) in the case of a Shelf Registration Statement that has not been declared effective, shall promptly thereafter file the Shelf Registration Statement and use its reasonable best efforts to have such Shelf Registration Statement declared effective under the Securities Act and (yii) in the case of an effective Shelf Registration Statement, shall amend or supplement the Prospectus, if necessary, so it does not contain any material misstatement or omission prior to the expiration of the Shelf Suspension and furnish to the Shelf Holders such numbers of copies of the Prospectus as so amended or supplemented as the Shelf Holders may reasonably request. PubCo The Corporation agrees, if necessary, to supplement or make amendments to the Shelf Registration Statement if required by the registration form used by PubCo the Corporation for the Registration shelf registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Shelf Holders Beneficially Owning of a majority of the Registrable Securities then outstanding.